Sublease Subordinate to Lease. The Sublease shall be subject and subordinate at all times to the Lease and to all of the provisions, covenants, agreements, terms and conditions of the Lease and this Consent, and Subtenant shall not do or permit anything to be done in connection with its use and occupancy of the Sublease Space which would violate any of the provisions, covenants, agreements, terms and conditions contained in the Lease. Any breach or violation of any provision of the Lease or of this Consent by Subtenant shall be deemed to be and shall constitute a default by Tenant in fulfilling such provision of the Lease.

SUBORDINATE TO PRIME LEASE. This Sublease is expressly made subject and subordinate to all of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease and to any and all amendments, modifications, revisions, supplements or additions now or hereafter made thereto. The restrictions, limitations and conditions imposed upon Sublandlord by the terms of the Prime Lease are imposed upon Subtenant with the same force and effect as if specifically set forth herein at length, and Subtenant assumes and agrees to perform all of the obligations of Sublandlord under the Prime Lease, except as otherwise expressly provided herein or to the extent inconsistent with, or inapplicable to any of the provisions of this Sublease. A redacted copy of the Prime Lease is annexed hereto as [Exhibit A] and made a part hereof. Subtenant covenants and agrees that Subtenant will not use the Subleased Premises or any portion thereof, or permit the Subleased Premises, or any portion thereof, to be used in such manner as to be inconsistent with any of the obligations of Sublandlord to Prime Landlord under the Prime Lease, nor will Subtenant at any time do anything or omit to do anything or permit anything to be done which shall or may violate the Prime Lease, or result in any violation by Sublandlord of any of its obligations under the Prime Lease. The violation by Subtenant of any provisions of this Section 3 shall be deemed a material default by Subtenant under the terms, covenants, conditions, provisions and agreements of this Sublease, and in such event, Sublandlord shall have and be entitled to the same rights and remedies under and with respect to this Sublease as if such default were with respect to Fixed Rent reserved hereunder.

Subordinate. The Extension Right granted to Tenant pursuant to [Section 39(a)] above is and shall be subject to and subordinate to the rights of Nektar Therapeutics, Inc. to expand its premises to include the Premises after the expiration of the Base Term of this Lease.

Subordinate. Tenant’s rights in connection with the Project Expansion Right are and shall be subject to and subordinate to any expansion or extension rights granted in the Project as set forth in [Exhibit I].

Subordinate. Tenant’s Extension Right granted pursuant to Section 39(a) above is and shall remain subject and subordinate to the right of Homology to lease the Premises pursuant to a separate agreement between Landlord and Homology.

Subordinate. Tenant’s Expansion Rights granted pursuant to Section 39(a) above are and shall remain subject and subordinate to any expansion rights of tenants of the Project existing as of the date of this Lease.

Subordinate. Tenant hereby agrees that Landlord shall have the right to enter into a lease for all or any portion of the ROFO Space with KBI, including any of KBI’s affiliates or subsidiaries, without being obligated to deliver a ROFO Notice to Tenant or otherwise triggering Tenant’s Right of First Offer, even though KBI has no rights with respect ROFO Space as of the date of this Lease.

Subordinate. Tenant’s rights in connection with the Expansion Right and Project Expansion Right (as applicable) are and shall be subject to and subordinate to any expansion or extension rights granted in the Project as set forth in Exhibit I.

Subordinate. Tenant’s Expansion Rights granted pursuant to Section 39(a) above are and shall remain subject and subordinate to the right of Landlord and/or Landlord’s affiliates (and/or any of their respective affiliates, successors and/or assigns) # to occupy, convert or utilize up to one entire floor of the Available Space for its own purposes as a management and/or marketing office, or for common amenities serving the Project, or # to elect to lease all or a portion of the Available Space to an affiliate of Landlord in connection with providing one or more of Alexandria Real Estate Equities, Inc.’s proprietary products (such as, by way of example, LaunchLabs® and GradLabs®); provided in all such cases of [clauses (i) through (ii)], the election is made within 24 months after the Commencement Date.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Administrative Agent presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, Guarantor shall not # exercise or enforce any creditor’s right it may have against Borrower or any other Loan Party, or # foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower or any other Loan Party held by Guarantor.